Welcome to our dedicated page for Urban-Gro SEC filings (Ticker: UGRO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
urban-gro, Inc. filings document the regulatory record of a Nasdaq-listed operating company with common stock trading under the symbol UGRO. Recent disclosures cover material agreements, secured promissory notes, forbearance and exchange arrangements, capital-structure matters, investor presentations furnished under Regulation FD, and periodic-reporting status.
The company's SEC filings also address governance and reporting events, including officer changes, independent auditor changes, Nasdaq listing compliance, late-filing notices, and securities registered under the Exchange Act. These documents provide formal disclosure on urban-gro's financing arrangements, public-company controls, board and audit-committee actions, and risks tied to its reporting and capital structure.
urban-gro, Inc. filed Amendment No. 1 to its annual report for the year ended December 31, 2025 and provided audited financials showing severe distress and a major business pivot. The company reported 2025 revenues of $17.4 million, down from $31.2 million in 2024, and a net loss of $22.1 million.
Total assets fell to $0.3 million against $45.5 million of liabilities, creating a stockholders’ deficit of $45.2 million. Auditors highlighted substantial doubt about the company’s ability to continue as a going concern, citing recurring losses, net capital deficiency, foreclosure of UG Construction receivables, and suspension of construction and services activities.
Management recorded asset impairments and write-offs across property and equipment, receivables, inventory, and prepaid items, and sold its Services segment for $2.0 million, classifying it as discontinued operations. The filing also describes a completed reverse merger with Flash Sports & Media, after which urban-gro shifted toward a diversified sports, media, and experiential marketing platform.
This amendment additionally adds the company’s Clawback Policy as an exhibit, corrects the cover page, and restates a note to fix the name of Agile Capital Funding, LLC.
urban-gro, Inc. (UGRO) filed its annual report detailing a transformation into Flash Sports & Media after a February 2026 merger, shifting from controlled-environment agriculture into a diversified sports, media, and experiential marketing platform centered on cricket leagues and live event production.
The core subsidiary IPG generates revenue from production fees, franchise fees, sponsorships, media rights, betting data, and other event-related income, heavily tied to the Lanka Premier League, which has grown its Season 5 sponsorship media valuation to about $176.5 million. Operations span the UAE, Sri Lanka, Zimbabwe and other markets, supported by advanced broadcast technology and long-term rights agreements.
The filing also describes a full wind-down of legacy CEA and construction businesses, asset sales and foreclosures, debt amendments and settlements, going concern warnings, significant accumulated and working capital deficits, major customer and geographic concentration, multiple loan defaults and lawsuits, and a history of Nasdaq listing deficiencies now under a one-year monitoring period.
Urban-gro, Inc. entered into a financing deal with Agile Hudson Partners LLC involving a 12% secured, convertible promissory note with aggregate principal of up to $2,775,000 and related stock warrants. The buyer initially funded a first tranche of $2,225,495.05 in principal for a $2,025,000 purchase price, less $25,000 of legal fees.
The note is convertible into common stock at the lesser of a fixed $36.00 per share (subject to adjustment) or 80% of the average of the three lowest traded prices over a specified 10‑day period, subject to a 4.99% beneficial ownership cap and an exchange cap. Urban-gro also issued warrants to buy 154,166 shares at $18.00 per share and pre-funded warrants for 26,000 shares at $0.01, and granted the investor a junior security interest in substantially all assets, behind $2,000,000 of existing senior secured debt.
urban-gro, Inc. director Donald G. Fell has filed an initial Form 3, which is the opening statement of his beneficial ownership in the company. This filing does not report any stock purchases, sales, option exercises, or other transactions; it simply establishes his status as a reporting insider.
urban-gro, Inc. director Eric Michael Sherb filed an initial Form 3 reporting his status as a director of the company. The filing does not list any transactions or derivative positions and shows no reported holdings at this time.
urban-gro, Inc. furnished an investor presentation and press release outlining its transformation into a sports and media platform focused on the global T20 cricket market through Flash Sports & Media and IPG. The strategy centers on owning Lanka Premier League commercial and media rights, expanding related leagues in Malaysia, Singapore, and Zimbabwe, and building an integrated media model that controls content, production, and distribution.
The materials present illustrative projections for LPL-only revenue rising from $8–12 million in Year 1 to $50–75 million in Year 5, and a broader five‑year group revenue path from $17 million in 2026 to $143 million in 2030, alongside EBITDA margin targets increasing from 10–15% to 35–40%. Management highlights recent Nasdaq compliance, the all‑stock IPG merger, and a targeted May 15, 2026 LPL Season 6 player draft as near‑term execution milestones, while emphasizing that all projections are subject to significant risks and uncertainties.
urban-gro, Inc. submitted a Form 12b-25 notification stating it cannot timely file its Annual Report on Form 10-K for the period ended December 31, 2025. The company says additional time is needed to complete compilation and permit its independent registered public accounting firm to finish review; the report will be filed on or before the fifteenth calendar day following the prescribed due date.
urban-gro, Inc. reports that it has regained full compliance with key Nasdaq listing standards, removing a prior risk to its stock market listing. Nasdaq confirmed the company now meets rules for timely SEC filings, minimum stockholders’ equity, a minimum $1.00 bid price after a reverse split, and holding an annual shareholder meeting within the required period.
Nasdaq will keep the company under a one-year Discretionary Panel Monitor to track ongoing compliance. urban-gro, now operating its business under the Flash Sports & Media brand, describes itself as a diversified sports, media, and experiential marketing platform focused on live events, original content, and branded fan experiences.
urban-gro, Inc. changed its independent auditor and resolved multiple Nasdaq listing issues. The company dismissed Sadler, Gibb & Associates as its independent registered public accounting firm, with the audit committee approving the decision. Sadler’s audit reports for the 2022, 2023 and 2024 fiscal years had clean opinions without adverse or qualified language.
The company appointed Suri and Co., Chartered Accountants of Chennai, India, to audit its financial statements for the year ended December 31, 2025. The company states it did not consult Suri on accounting principles or audit opinions before the appointment. Nasdaq notified the company on March 4, 2026 that it has regained compliance with the Stockholders’ Equity Requirement of $2.5 million, the Annual Meeting Requirement, and the Timely Filing Requirement, after prior non-compliance related to delayed SEC filings, stockholders’ equity and a bid price below $1.00 per share.
urban-gro, Inc. entered into a Forbearance Agreement and an Exchange Agreement with Agile Capital Funding, LLC and Agile Lending, LLC related to an existing business loan. The parties’ prior Note under a $1,050,000 loan had an outstanding principal and interest balance of $972,200 as of February 12, 2026.
Under the new Forbearance Agreement dated February 19, 2026, Agile agreed to temporarily forbear from exercising default remedies in exchange for increasing the outstanding balance on the Note to $1,380,524.00. At the same time, the Exchange Agreement provides that urban-gro will issue 37,505 common shares, valued in total at $90,762.10 (at $2.42 per share), to reduce the Note balance by that same amount. The exchange is being completed as an unregistered transaction relying on the Section 3(a)(9) exemption under the Securities Act.